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Exhibit 4.1
XxXXXXXX & COMPANY INVESTMENTS, INC.
XxXxxxxx Investment Center
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000-0000
February 4, 1998
National City Bank
Corporate Trust Administration
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Corporate Trust Administration
Re: Amendment No. 1 to Rights Agreement
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Ladies and Gentlemen:
Pursuant to Section 27 of the Rights Agreement, dated as of November 1,
1995 (the "Rights Agreement"), by and between XxXxxxxx & Company Investments,
Inc. (the "Company") and National City Bank, as rights agent, the Company, by
resolution adopted by its Board of Directors, hereby amends the Rights Agreement
as follows:
1. Section 7(b) of the Rights Agreement is hereby amended to
read in its entirety as follows:
"(b) The Purchase Price for each one one-hundredth of a
Preferred Share purchasable pursuant to the exercise of a
Right shall initially be $95.00, and shall be subject to
adjustment from time to time as provided in Section 11 or 13
hereof and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) below."
2. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment, but shall remain in full force and effect.
3. Capitalized terms used without other definition in this
Amendment No. 1 to the Rights Agreement shall be used as defined in the Rights
Agreement.
4. This Amendment No. 1 to the Rights Agreement shall be
deemed to be a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of the
State of Delaware applicable to contracts to be made and performed entirely
within the State of Delaware.
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National City Bank
February 4, 1998
Page 2
5. This Amendment No. 1 to the Rights Agreement may be
executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
6. This Amendment No. 1 to the Rights Agreement shall be
effective as of the Close of Business on February 4, 1998, as if executed on
such date, and all references to the Rights Agreement shall, from and after such
time, be deemed to be references to the Rights Agreement as amended hereby.
7. Exhibits B and C to the Rights Agreement shall be amended
in a manner consistent with this Amendment No. 1 to the Rights Agreement.
Sincerely,
XxXXXXXX & COMPANY INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
Treasurer
Accepted and agreed to as of the
effective time specified above:
NATIONAL CITY BANK
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
